hmh-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________


Commission File Number: 001-43221

HMH Holding Inc.

(Exact name of registrant as specified in its charter)


Delaware			99-2746883
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

3300 North Sam Houston Parkway East, Houston, Texas			77032
(Address of principal executive offices)			(Zip Code)
(281) 449-2000

(Registrant’s telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed from last report)


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.01 per share	HMH	The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

Emerging growth company

☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 30, 2026, the registrant had 11,424,928 shares of Class A common stock, par value $0.01 per share, and 32,577,496 shares of Class B common stock, par value $0.01 per share, outstanding.

HMH Holding Inc.

Form 10-Q

Table of Contents


		Page Number
	Cautionary Statement Regarding Forward-Looking Statements	2
	PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	HMH Holding Inc.
	C ondensed B alance Sheet a s of March 31, 2026 and Decem ber 31, 2025	4
	Notes to Condensed B a lance Sheets	5
	HMH Holding B.V.
	Condensed C onsolidated Statements of Income for the Three Months Ended March 31, 2026 and 2025	7
	Condensed C onsolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2026 and 2025	8
	Condensed C onsolidated Balance Sheet s as of March 31, 2026 and December 31, 2025	9
	Condensed C onsolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025	10
	Condensed Consolidated Statements of Change in Shareholders’ Equity for the Three Months Ended March 31, 2026 and 2025	11
	Notes to Condensed Consolidated Financial Statements	12
Item 2 .	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3 .	Quantitative and Q ualitative D isclosures A bout M arket R isk	36
Item 4 .	Controls and P rocedures	35
	PART II — OTHER INFORMATION
Item 1 .	Legal P roceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered S ale s of E quity S ecurities and U se of P roceeds	35
Item 3 .	Defaults U pon S enior S ecurities	35
Item 4.	Mine S afety D isclosures	35
Item 5.	Other I nformation	35
Item 6 .	Exhibits	35
	Signatures

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 as contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include the words “may,” “could,” “should,” “will,” “plan,” “project,” “budget,” “predict,” “pursue,” “target,” “seek,” “objective,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. These forward-looking statements generally relate to expectations, beliefs, future events, future expected business or our future financial or operating performance and prospects and include statements regarding our business strategy, our industry, our expected capital expenditures and the impact of such expenditures on our performance.

These forward-looking statements are based on our current expectations and assumptions, based on currently available information, as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in our filings with the Securities and Exchange Commission (the “SEC”), including those described under the heading “Risk Factors” included in our final prospectus dated March 31, 2026 and filed with the SEC pursuant to Rule 424(b) under the Securities Act on April 1, 2026 (the “Final Prospectus”) and subsequent Quarterly Reports on Form 10-Q. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include:

•uncertainty regarding the timing, pace and extent of an economic recovery in the United States and elsewhere, which, in turn, will likely affect demand for oil and natural gas and therefore the demand for our products and services;

•worldwide demand for, and production of, oil and natural gas and the resultant market prices of oil and natural gas;

•global or national health concerns, including health epidemics or pandemics such as the COVID-19 pandemic, related economic repercussions and the resulting severe disruption in the oil and natural gas industry and negative impact on demand for oil and natural gas, which may negatively impact our business;

•a further decline or future decline in spending by our customers in the oil and natural gas industry;

•actions by the Organization of the Petroleum Exporting Countries (“OPEC”), its members and other state-controlled oil companies relating to oil price and production controls;

•the level of production in non-OPEC countries;

•domestic and international political, military, regulatory and economic conditions, including global inflationary pressures, Russia’s ongoing invasion of Ukraine and sanctions related thereto, the ongoing conflicts in the Middle East, including Israel and Iran, and political, economic and social instability in Venezuela, each of which may negatively impact our operating results;

•changes in general economic and geopolitical conditions;

•competition among oilfield service and equipment providers;

•changes in the long-term supply of, demand for and inventory levels of oil and natural gas;

•cost and availability of storage and transportation of oil, gas and related products;

•actions taken by our customers, competitors and third-party operators;

•the discovery rate, size and location of new oil and natural gas reserves, including in offshore areas;

•delay and regulatory uncertainty stemming from local or environmental non-governmental opposition to offshore and onshore energy development projects;

•laws and regulations related to environmental matters, including those addressing alternative energy sources and the risks of global climate change;

•the ability of oil and natural gas producers to generate funds for their capital-intensive businesses, including via their ability to raise equity capital and debt financing;

•our ability to successfully implement our business plan;

•large or multiple customer defaults, including defaults resulting from actual or potential insolvencies;

•contractions in the credit market and the price and availability of debt and equity financing (including changes in interest rates);

•our ability to complete growth strategies on time and on budget;

•our ability to integrate and realize the benefits expected from recent and potential future acquisitions, including any related synergies;

•introduction of new drilling or completion techniques or equipment, products or services using new technologies subject to patent or other intellectual property protections and our ability to obtain and, as applicable, enforce such intellectual property protections;

•technological advances, including technology related to the exploitation of shale oil, which can result in over-supply of oil and natural gas or a change in demand for oil and natural gas;

•operating hazards, natural disasters, weather-related delays, casualty losses and other matters beyond our control;

•unionization of our workforce;

•the imposition of laws or regulations that result in reduced exploration and production (“E&P”) activities or that increase our operating costs or operating requirements, including laws and regulations addressing climate change;

•the effects of asserted and unasserted claims and the extent of available insurance coverage;

SEC Form 10-Q filed by HMH Holding Inc.